The InterBoard Poetry Competition is the intellectual property of Web Del Sol. As such, it renders certain rights and privileges to Web Del Sol. Unless other arrangements are made in future, Web Del Sol (hereafter referred to as WDS) reserves the following rights and privileges:
1. WDS is the permanent host of main IBPC page 2. WDS will host any future IBPC domain 3. WDS will appoint the Managing Editor of IBPC with approval of a majority of the voting members of the Permanent Board of Directors 4. WDS is the formal sponsor of IBPC unless that sponsorship becomes impossible 5. WDS will have one voting member on the Board of Directors, but no more than one. This member will be the Managing Editor of Writers Block. The same person will not be, at the same time, Managing Editor at Writers Block and IBPC Managing Editor.
Mission Statement: The mission of the InterBoard Poetry Competition is to provide assistance, incentive, and an environment which is conducive to the continual growth, in both quality and popularity, of poetry on the Internet.
ARTICLE I. MEETINGS
Section 1. Annual Meeting. The annual meeting of the Board of Directors of the InterBoard Poetry Competition (hereafter referred to as IBPC) will be held on any date of each year, no less than 360 days and no more than 370 days following the previous annual meeting, and at any place designated by the Board of Directors of IBPC. Business transacted at the annual meeting will include the election of Officers of IBPC. If the designated day falls on a Sunday or legal holiday, then the meeting will be held on the first following business day.
Section 2. Monthly Meeting. The monthly meeting of the Board of Directors of the InterBoard Poetry Competition will be held on any date of each year, no less than 28 days and no more than 35 days following the previous monthly meeting, and at any place designated by the Board of Directors of IBPC. Business transacted at the monthly meeting will include new business presented by individual Directors, old business carried over from previous meeting(s). If the designated day falls on a Sunday or legal holiday, then the meeting will be held on the first following business day.
Section 3. Special Meetings. Special meetings of the Board Members will be held when directed by the Chairman of the Board of Directors, or when requested in writing by two members of the Board of Directors. A meeting requested by Board Members will be called for a date at least ten (10) but less than thirty days after request is made, unless the Board Members requesting the meeting designate a later date. The call for the meeting will be issued by the Secretary, the President, or a majority of Board Members.
Section 4. Place. Meetings of Board Members will be held at a place designated by the Board of Directors. (For the purposes of IBPC, the term “place” may also refer to a conference call or web-based conference.)
Section 5. Notice. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, will be delivered at least ten (10) but less than thirty days before the meeting, via Email, to each Board Member of record.
Section 6. Notice of Adjourned Meeting. When a meeting is adjourned to another time or place, Directors will be notified 10 days prior to the new date. At the adjourned meeting, any business may be transacted that might have been transacted in the original meeting. However, if after the adjournment the Board of Directors changes date for the adjournment meeting, a notice will be given as provided in this Article to each Board Member.
Section 7. Board Member Quorum and Voting. A majority of the Board Members will constitute a quorum at a meeting of Board Members. If a quorum is present, the affirmative vote of a majority of the Board Members represented at the meeting will be the act of the Board Members.
Section 8. Proxies. A Board Member may vote either in person or by proxy executed in writing by the Board Member or his duly authorized representative.
Section 9. Action by Board Members Without a Meeting. Any action required by law, or these Bylaws, to be taken at any annual or special meeting of Board Members, or any action which may be taken at any annual or special meeting of Board Members, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, will be signed by at least the minimum number of Board Members that would be necessary to authorize or take any action at a meeting at which all Board Members were present and voted.
ARTICLE II. DIRECTORS
Section 1. Function. The Board of Directors will exercise its power and authority to manage the business and affairs of IBPC.
Section 2. Presumption of Assent. A Director of IBPC who is present at a meeting of the Board of Directors at which action on any corporate matter is taken will be presumed to have assented to the action taken unless he votes against any action or abstains from voting because of an asserted conflict of interest.
Section 3. Number. IBPC will have six (6) Directors.
Section 4. Election and Term. Each person named as a member of the interim Board of Directors will hold office until the First Annual Meeting of Board Members, and until his successor has been elected and qualified or until his earlier resignation, removal from office or death. At the First Annual Meeting of Board Members and at each annual meeting thereafter, the current Board Members will elect Directors to hold office until the next succeeding annual meeting. Each Director will hold office for one year and until his successor has been elected and qualified or until his earlier resignation, removal from office or death.
Section 5. Nominations. Each participating forum will be allowed to nominate one candidate for Director per term. Nomination will not guarantee election, but each nominee will be duly considered by the current Board of Directors.
Section 6. Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of Directors, may be filled by the vote of a majority of the remaining Directors present at a special meeting called expressly for that purpose (a quorum is not necessary). A Director elected to fill a vacancy will hold office only until the next election of Directors by the Board Members.
Section 7. Removal of Directors. At a meeting of Board Members called expressly for that purpose, any Director or the entire Board of Directors may be removed, with or without cause, by a vote of a majority of the Directors present.
Section 8. Quorum and Voting. A majority of the number of Directors fixed by these Bylaws will constitute a quorum for the transaction of business. The act of voting by the Directors present at a meeting at which a quorum is present will be the act of the Board of Directors.
Section 9. Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members may exercise all the authority of the Board of Directors.
Section 10. Place of Meeting. Regular and special meetings of the Board of Directors
will be held at a time and place designated by the Board of Directors.
Section 11. Time, Notice and Call of Meetings. Written notice of the time and place of special meetings of the Board of Directors will be given to each Director either via Email at least ten days before the meeting. A majority of the Directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any adjourned meeting will be given all Directors via Email. Meetings of the Board of Directors may be called by the Chairman of the Board, by the President of IBPC, or by any two Directors. Members of the Board of Directors may participate in a meeting of any Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by any means will constitute presence in person at a meeting.
Section 12. Action Without a Meeting. Any required action may be taken without a meeting if a consent in writing, explaining the reasons for the action , signed by all the members of Board of Directors or its authorized committee, as the case may be, is filed in the appropriate Minutes. Any consent will have the same effect as a unanimous vote.
ARTICLE III. OFFICERS
Section 1. Officers. The Officers of IBPC will consist of a President, Vice President, Secretary, Treasurer, and Managing Editor, each elected by the Board of Directors. Any other Officers and assistant Officers and Agents may be elected or appointed by the Board of Directors from time to time.
Section 2. Duties. The Officers of IBPC will have the following duties:
(1) The President will be the chief executive officer of IBPC, will have the general and active management of the business and affairs of IBPC subject to the directions of the Board of Directors, will preside at all meetings of the Board of Directors, will be responsible for the acquisition of prizes for competition winners.
(2) The Vice President will, in the absence of the President, perform the duties and exercise the powers of the President and will perform any other duties as may be prescribed by the Board of Directors or the President. The Vice President will also be responsible for the research and recommendation of sponsors.
(3) The Secretary will maintain all of the corporate records except the financial records and will, maintain an archive of winning poems, record the minutes of all meetings of the Board of Directors, will keep a record (past and present) of Board Members’ names and addresses, send notices of meetings and perform any other duties as may be prescribed by the Board of Directors or the President.
(4) The Treasurer will have the custody of all corporate funds and financial records, will keep full and accurate accounts of receipts and disbursements and render accounts at the annual meetings of Board Members, and whenever else required by the Board of Directors or the President, and will perform any other duties as may be prescribed by the Board of Directors or the President.
(5) The Managing Editor will be a non-voting member of the Board of Directors, nominated by WDS and approved by a majority vote of the Board of Directors, whose duties will be to recruit and secure competition judges, randomly monitor participating forums, receive and prepare poems for judging, provide competition results to WDS for post on IBPC website, ensure timely updates to IBPC website, recommend new boards for invitation to competition, periodically prepare an anthology of IBPC poetry. Although this is a non-voting position, the Managing Editor must attend all meetings of the Board of Directors for purposes of communication and information.
Section 3. Removal of Officers. An officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever it will serve the best interests of IBPC. Any vacancy in any office may be filled by the Board of Directors.
ARTICLE IV. BOOKS AND RECORDS
Section 1. Books and Records. IBPC will keep correct and complete books and records of account and will keep minutes of the proceedings of its Board of Directors and committees. IBPC will keep at a location designated by the Board of Directors, a record of its Board Members, giving the names and addresses of all Board Members. Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.
Section 2. Board Members’ Inspection Rights. Upon written demand stating the purpose, any active Director will have the right to examine, for proper purpose, relevant books and records of accounts, minutes and records of Board Members and to make extracts from them.
Section 3. Financial Information. Not later than four (4) months after the close of each fiscal year, IBPC will prepare a balance sheet showing in reasonable detail the financial condition of IBPC as of the close of its fiscal year, and a Profit and Loss Statement showing the results of the operations of IBPC during its fiscal year. Upon the written request of any Board Member, IBPC will mail to each Board Member a copy of the most recent Balance Sheet and Profit and Loss Statement. Balance Sheets and Profit and Loss Statements will be kept for at least five (5) years, and will be subject to inspection by any Board Member.
ARTICLE V. OFFICIAL RULES OF THE INTERBOARD POETRY COMPETITION
Section 1. The Official Rules of the InterBoard Poetry Competition will be the responsibility of the Board of Directors. Once ratified, The Official Rules may be altered, amended or repealed, and new Official Rules may be adopted, by the affirmative vote of a majority of the members of the Board of Directors at any regular meeting of the Board.
Section 2. Appointment of Rules Committees. As specified in ARTICLE III, Section 8, of these By-laws, the Board of directors may, at any time, appoint a committee to review the Official Rules and present changes to the Board. The term, governance and authority of any such committee will be determined by the Board of Directors, but at no time will any committee receive the right to modify the Official Rules.
ARTICLE VI. FORUM MEMBERSHIP AND PARTICIPATION
Section 1. Membership. Any forum may be presented for membership by any current Director or by the Managing Editor at a regular meeting of the Board of Directors. Presentation for membership will not guarantee acceptance by the Board of Directors. A forum will be granted membership on the affirmative vote of a majority of the Directors present.
Section 2. Participation. Member forums and all their qualified members may participate in any or all competitions, promotions, workshops, classes, activities, or any other event given or sponsored by IBPC. Forum participation will be allowed so long as the participating forum and all its qualified members adhere to and follow any and all rules established for that competition, promotion, workshop, class, activity or other event.
Section 3. Removal of Member Forums. At a meeting of Board Members called expressly for that purpose, 4any participating forum or its individual members may be removed, with specific cause, by a vote of a majority of the Directors. Specific Causes for Removal will be:
(1) Failure by any individual member, or group of members, of any participating forum to adhere to the posted rules of a competition, promotion, workshop, class, activity or other event given or sponsored by IBPC.
(2) Repeated or habitual misuse, abuse, or disregard by any individual member, or group of members, of any participating forum for any or all of the amenities provided by IBPC.
(4) Unauthorized use of any or all IBPC and/or WDS logos, names, nicknames, trademarks or other intellectual or material property by any individual member, or group of members, of any participating forum.
(5) Documented harassment of any kind by an individual member, or group of members, of any participating forum against anyone participating in any competition, promotion, workshop, class, activity or other event given or sponsored by IBPC and/or WDS.
ARTICLE VI. AMENDMENT
These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by a majority of the members of the Board of Directors making any resolution; and submitting the changed Bylaws to a specially called Board Members meeting, at which a majority of the Board Members has approved or disapproved.
These Bylaws were adopted by a majority of the Interim Board of Directors of IBPC at its meeting held on November 21, 2001.